


Torn

by Krickis



Category: My Little Pony: Friendship is Magic
Genre: Anal Sex, Blow Jobs, Creampie, Cunnilingus, F/F, Lesbian Character, Lesbian Sex, Masturbation, Multi, Oral Sex, Porn, Porn With Plot, Romance, Sex, Threesome - F/F/F, Trans Character, Trans Female Character, Vaginal Sex, WAY more story heavy actually, and more story heavy than porn heavy, gosh that's a lot of tags, it's pretty vanilla really
Language: English
Status: In-Progress
Published: 2020-07-31
Updated: 2020-09-05
Packaged: 2021-03-06 03:02:22
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 17,189
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25636267
Author URL: https://archiveofourown.org/users/Krickis/pseuds/Krickis
Summary: It had been a simple experiment. Twilight and Starlight were working on a spell that changed a pony’s genitalia for the benefit of transponies, and they’d stumbled across a spell that would give a mare a penis. Deciding it was a logical first step in their research, Twilight volunteered to be the test subject.She did not count on not being able to get rid of it, nor did she anticipate all the ways it would change her life.
Relationships: Fluttershy/Pinkie Pie/Twilight Sparkle (My Little Pony: Friendship is Magic), Fluttershy/Twilight Sparkle (My Little Pony: Friendship is Magic), Pinkie Pie/Rarity (My Little Pony: Friendship is Magic), Pinkie Pie/Twilight Sparkle (My Little Pony: Friendship is Magic), Starlight Glimmer/Trixie Lulamoon, Starlight Glimmer/Twilight Sparkle (My Little Pony: Friendship is Magic)
Comments: 9
Kudos: 23





	1. Experimentation

**Author's Note:**

>   
> 
> 
> Artwork by [Pasu-Chan](https://pasu-chan.tumblr.com/post/168498282478/guess-what-im-opened-for-commissions-d)

**Notes for the Chapter:**

> So we're clear on what you're getting into, this isn't _exactly_ a porn story, but there's a lot of explicit sex scenes. The goal of this story is to tell a serious story about sexuality and self-image and use explicit sex scenes to do it. As such, it’s tagged as a porn story because of the large amounts of sex in most chapters, but it’s more intended to be a story about sex in all its facets than straight-up porn. You could call it porn with a plot, but it might be more accurate to say it’s a plot with porn. I dunno, it’s a weird story is what I’m saying.

# Torn

#### Chapter One

## Experimentation

Maybe if the spell hadn’t been developed by the great Starswirl the Bearded, Twilight wouldn’t have been so eager. She wasn’t normally one to jump into self-experimentation without thinking it through, after all. But this spell _was_ developed by Starswirl, Twilight’s idol since she was a filly, and Twilight _did_ jump into it.

“You’re sure about this?” Starlight asked her before they could complete the spell.

Twilight smiled. “Well, we have to see how the disenchantment works to base our spell off of it, so we need to cast the enchantment first.”

“I guess, and it’s not like it would work on me.”

That was the other aspect of it. This was to help Starlight, and of the two of them, only Twilight had the right equipment for the spell to work.

“Should probably lose these…” Twilight muttered to herself as she reached under her skirt and pulled off her panties. She was very soon going to not fit them, after all.

Starlight turned away to give Twilight some privacy, not that she minded too much. She was very close with her friends, and they _had_ all seen each other naked at that public bath. Well, except for Starlight herself, who had chosen to wear her underwear into the bath, but still, she had seen Twilight before, so there wasn’t anything to hide from her.

That was the day they had first started talking about this. They’d assured Starlight that none of them cared that she had a dick, but she had been too insecure. It wasn’t like they didn’t understand. Even if Equestria was an accepting place for trans ponies, it didn’t make it easier for Starlight to be stuck with a body part that made her so uncomfortable.

Then Pinkie asked her if she’d be more okay with it if she had a vagina, and Starlight had said yes. And then _that_ had sparked a discussion of whether there was any way for somepony to change their genitalia, and the unfortunate truth that yes there was, but only if somepony wanted to turn their vagina into a penis.

And all of _that_ had led to the decision that Twilight was going to help her best friend get a vagina one way or another. And of course, help many other trans ponies in the process. The two of them were among the most brilliant mares alive when it came to magic. If anyone could do this, it was the two of them.

Which meant Twilight had to grow a dick. For magic, for friendship, for the good of ponies everywhere, Twilight would give herself a dick!

Well, the two of them both would. She and Starlight concentrated on the spell. They sat facing one another and locked hands together, the standard position for dual casting spells. In between them was the magic conduit that they would channel their magic into – a ridiculous phallic statue pointed right at Twilight.

At least she didn’t have to stare at that thing the whole time. Twilight closed her eyes, and she knew Starlight would be doing the same. She focused her magic into her horn and thought only of the spell they were casting together. She could feel the magic well up, and then it left her body. Even with her eyes closed, she could almost see its path as it travelled into the artifact.

And then it shot out of the statue and directly at Twilight, who yelled and fell backwards from the force. A yell from Starlight informed her that she had taken her friend down with her, which was doubly confirmed a moment later when Starlight fell on top of Twilight.

Both mares groaned and Starlight pushed herself off of Twilight. “Sorry about that… I wasn’t expecting –”

Twilight opened her eyes and looked at Starlight, wondering why she had stopped speaking so suddenly. She followed Starlight’s eyes and saw they were pointed at Twilight’s hips, which confused her for a moment. Only a moment, then she realized it was _not_ her hips that Starlight was looking at.

“I’m sorry!” Starlight said suddenly, covering her eyes and she scurried away from Twilight.

Twilight looked down and lifted her skirt. It was bizarre, and there was no other way to put it. Where her vagina used to be, there was a penis now. A fairly sizable one, she was pretty sure, although she didn’t have a lot of experience to go on.

She broke into a grin. “Starlight, look! It worked!” Twilight gently prodded at the dick that hung limply between her legs, noting that her new body part was a bit sore from having just grown out of nothing.

“I, er, see that.” Starlight grinned sheepishly as she looked down at Twilight’s dick. “Well, you sure aren’t shy about it.”

Twilight giggled. “It’s not like it’s really mine. I mean, it _is_ , but it’s just a temporary thing. I was a lot more embarrassed for everyone to see me naked before when it felt like it was really my body.”

“I guess that makes sense.” Apparently emboldened by Twilight’s comment, Starlight got a little closer. “Geez, I’m glad mine isn’t that big. Good thing you won’t have it for long, that thing would be a monster to tuck in.”

Twilight prodded at it some more, then moved the penis out of the way to examine the testicles. Those were even more sore, but from what she understood of her new anatomy, that made sense. “I thought it seemed big. I guess if you’re _trying_ to get a magic penis, you might as well go big.”

“Fair enough.” Starlight looked up at Twilight and smiled wryly. “Cute pubes.”

Twilight dropped her skirt and blushed intensely. _That_ was something she really didn’t need Starlight to notice. “I just like it to be neat down there!”

Starlight laughed. “Hey, it’s okay! I don’t blame you for wanting to trim the bush. Does that mean you’re expecting company though?”

“No!” Twilight frowned and glared through her blush. “ _Anyway_. Let’s look into that disenchantment.”

“Yeah, okay,” Starlight agreed, so they went back to the book they’d gotten the spell from. It was a high level physical augmentation spell book, something that most ponies would never be able to get their hands on. Indeed, even someone as accomplished as Starlight would have had trouble getting access to it without help from her princess friend; most ponies who were allowed to see it had special licenses to perform these spells in a controlled setting.

Twilight flipped ahead past the enchantment. She’d already read that multiple times over, and she had the proof that they’d done it perfectly dangling between her legs.

But then as she turned pages, she found herself looking at a completely different spell. Where was the disenchantment instructions? Spells weren’t like mechanics, she couldn’t just do it in reverse and wind up with a vagina again.

“Starlight…” Twilight said as her heart sunk. “I don’t see a counterspell.”

“What?” Starlight stepped beside her and looked through the book herself. “But there _has_ to be a counterspell! There’s no way an enchantment like this would exist without a disenchantment, right?”

“I don’t know, I didn’t think…” Twilight shook her head and looked down at her skirt, which now sported a sizable bulge. She had _not_ signed up to keep this thing for longer than it took to conduct the counterspell.

“I can’t believe it. Is there a second volume of the book?”

“Even if there is, why would they put the spell and counterspell in different volumes?”

“But that could only mean that… that it’s permanent…” Starlight flipped back to the spell page, looking it over again for something they might have missed. Twilight knew she wouldn’t find anything. “Why would Starswirl make an enchantment like this and not develop a disenchantment?”

Twilight realized why, and not for the first time, she asked herself how someone so smart could be so stupid. “Because he’s Starswirl the _Bearded._ ”

Starlight cocked her head to the side. “Yeah, and?”

“Do you know how he got that nickname? Why out of all his accomplishments, ‘the bearded’ became his title?”

“Well, it is an impressive beard…”

“It’s because he’s a trans pony, and his studies into gender are legendary. He’s the one who discovered how to do hormone replacement spells.”

“Wow.” Starlight shook her head. “I never knew about that… So if he’s a transtallion, then that means he… Oh no…”

Twilight sighed. “He didn’t have a reason to develop a disenchantment, because he didn’t want one.”

“Oh, Twilight, I’m so sorry.” Starlight hugged Twilight close. “This is all because I couldn’t be happy with my own body…”

“No, Starlight.” Twilight forced a smile and patted the back of Starlight’s head. “This is because I didn’t think to look ahead. We were already planning on figuring out how to get a mare a vagina, now we just have twice the incentive.”

Starlight pulled away and nodded. “I promise we’ll figure this out together. We’ll get you back to normal!”

“And you too,” Twilight said. “Well, I mean… you know what I mean.”

Starlight giggled. “Yes, I do. Guess we better get to work then, huh?”

Twilight cast one more glance at the book, then looked down. She could see the outline of her dick through the fabric of her skirt, realized that Starlight must have been able to feel it against her when they hugged. She had to get rid of this thing. “Yeah, I guess we better.”

**Notes for the Chapter:**

> This is new for me in a lot of ways and I can’t promise I’ll be that great at it, but maybe by the end of this story I’ll be halfway decent? I dunno, we’ll find out as we go I guess!


	2. Self Discovery

#### Chapter Two

## Self Discovery

There were options, of course. Standard all-purpose disenchantment spells that might solve Twilight’s problem. And, of course, none of them worked. They’d gone through the list of everything they could think of, but this permanent body alteration seemed, well, permanent.

Hours of researching options proved to get her nowhere. She was in the basement turning pages in a book while Starlight was upstairs scouring the library for more sources. It wouldn’t matter. Twilight knew that, and so did Starlight. There was no counterspell, so they’d have to make one, and if they were making a spell anyway, it might as well be one that would get them _both_ vaginas.

Twilight sighed and leaned back in her chair. Not for the first time, she looked down at her skirt. She pulled it aside and looked at the dick that now grew out of her. She frowned at it, wishing she could just rip it off.

Ever since she realized she was a lesbian, she thought she was done with dicks. Not that she had _too_ much experience with them. She’d slept with Flash Sentry, the only stallion she’d ever dated, which was what really solidified it in her mind that stallions just weren’t something she was interested in.

She pushed the dick aside, sliding her hand past the balls as well, and she ran her finger along the skin behind them. Her vulva should be there, and past that, her vagina. Instead, it was just sensitive skin. In a way, that was weirder than suddenly having a penis; it’d be one thing if her vagina was still there, but it was gone. She hadn’t just gained a weird new body part, she’d lost part of herself.

“What am I doing?” she asked herself and let her skirt fall back into place.

She hadn’t expected an answer, but she got one anyway. “Uhm… Twilight?”

Twilight’s mouth dropped open and she sat straight up in her chair as every muscle on her body tensed at once. That wasn’t Starlight’s voice…

Although it was the last thing she wanted to do at that moment, Twilight turned to see Fluttershy standing at the bottom of the stairs. “H-Hi, Fluttershy…”

“I’m sorry I let myself in, no one answered the door, and, uhm…” Fluttershy turned away. She was blushing, but why? Had she seen something, or did she just feel awkward for walking in unannounced? “Well, we were going to have lunch today…”

Twilight facepalmed. “Right, lunch. I’m sorry, I got caught up in, er, work.”

“Oh, don’t worry about it.” Fluttershy smiled. “Maybe we could go out now?”

Twilight couldn’t go out, not until she figured this out. She could see the bulge through her skirt, how could she –

Oh shit, she could see the bulge through her skirt! Thankfully, she was wearing her lab coat, which she pulled closed to cover herself a little better. “I’m sorry, but I…”

I have a dick now, trying to get rid of that. Please come back when I’ve got a snatch again. Yeah, that wasn’t something she could say to Fluttershy of all ponies.

Fluttershy took a step closer. “Are you not feeling well?”

Twilight glanced aside. “Well, you see…” Her eyes fell on her panties, which were still sitting on the floor. She went wide-eyed at the sight, hoping Fluttershy wouldn’t notice.

“Hmm?” Naturally, Fluttershy followed Twilight’s eyes and hers landed on Twilight’s underwear.

Twilight swallowed and hesitated a moment, then quickly got up to grab them. “I’m… so sorry. I, er, I just…”

“Oh, uhm, it’s okay.” Fluttershy looked pointedly away as Twilight picked up her panties and held them behind her back. “You weren’t expecting company, and uhm…”

“This is going to sound stupid, but I couldn’t wear underwear for the spell me and Starlight were doing.”

“Oh. Was it, uhm.” Fluttershy pressed her pointer fingers together and blushed. “Was it… _that_ kind of spell?”

“No! Of course not!” Twilight wanted to disappear. This was the worst thing that could happen, with the worst mare for it to happen with. If there was anyone Twilight didn’t want to think those kinds of things about her, it was Fluttershy. And now she was standing with her underwear behind her back right in front of Fluttershy which meant…

Which meant she wasn’t wearing any underwear with Fluttershy right in front of her. Her own blush grew as she had thoughts of Fluttershy noticing and taking an interest and…

_‘No, shut up, you stupid fucking whore! Fluttershy is your friend, you can’t have thoughts like that about her! No matter how much_ _I_ _want it…’_

Something was happening. Something was _moving_ between her legs. Somewhere Twilight knew exactly what was happening, but she couldn’t quite manage to piece it together at that moment.

She looked down and, sure enough, she saw her lab coat was moving ever so slightly as her dick started to get erect.

She had to get out of there. “I, uh, I need to go. I’m… sick. Very sick, and if you stay here, you’ll get sick too, so you should go! Now!”

“Oh, but I could stay and help you –”

Twilight cut her off by putting her hands on her friend’s shoulders and pushing her towards the stairs. At least with her back turned, Fluttershy couldn’t see Twilight’s _thing_ growing.

“I’ll be fine! I just need… rest, yeah.” It sounded like a horrible excuse, but she couldn’t be around Fluttershy right now. Not when she didn’t know how to control this thing.

“Are you sure?” Fluttershy started walking up the steps, but she turned her head back. “Can I at least get a hug goodbye?”

“No!” Twilight answered quickly, afraid Fluttershy might feel it against her body and oh sweet Celestia Twilight couldn’t stop imagining Fluttershy feeling her body against hers now. “I’m… really contagious. You should go and… and make sure you wash your hands!”

“Oh. Okay. Well, I’ll come back tomorrow to make sure you’re okay.”

“Sounds good. Sorry, I’ll see you tomorrow.”

Fluttershy climbed the stairs and turned around in time to see Twilight using her hand to push her dick back in place. “I’ll see you tomorrow then. Bye.”

“Bye. And sorry again!”

Fluttershy went through the door, and Twilight sighed in relief. Then she realized she was still holding her panties, which meant she had used them to push Fluttershy towards the stairs.

Great. Just fucking great. Twilight had screwed up big this time, this was even worse than having a dick now.

“Yeah, this is all your fault…” Twilight grumbled at her new member. It seemed to have settled on a half erect state and was dead set on staying there.

With a sigh, Twilight started climbing the steps herself. Fluttershy should be gone by now, and Spike was off in Canterlot for a month to visit their parents, so it was just Twilight and Starlight in the castle. At least she could explain things to Starlight if _she_ saw Twilight like this.

But as she walked out of the basement, Starlight was nowhere to be seen. Twilight decided she needed a shower. A cold one, to chase these thoughts from her head.

She walked to the nearest bathroom, one of several in the castle, and closed the door behind her. She sighed as she pulled off the lab coat, noticing that even with it, being half erect made her stand out. Without it, well, it couldn’t be more obvious that she had something up her skirt.

She pulled that off too, as well as her blouse and bra, then examined her naked body in front of the mirror. The spell had only been for genital augmentation. There was a separate spell that could get rid of boobs, but thank Celestia they didn’t have any reason to mess with that; Starlight had grown small boobs from her hormone replacement spell, and she was quite happy with them.

So Twilight looked exactly as she always had, female in every way except for one. She had boobs, and decently sized ones at that. She had some curves courtesy of a few extra pounds from a life as a bookworm magician. She had a soft face, and a long and full mane and tail. She wasn’t _super_ feminine like Rarity and Fluttershy, but she was in every way female.

Except for one. Where her vagina had been, she now had a dick, which was currently slightly engorged. She prodded it and frowned. The soreness had worn off, but she was always aware of its presence.

Well, she hadn’t come here to look at herself naked. She walked over to the shower and turned it on, then folded her arms and waited for it to warm up. Meanwhile, she chided herself. She knew better than to think genitals defined anything about gender – she was best friends with Starlight, roommates even. Any preconceived ideas of what it meant to be a mare should have been shattered long ago.

She stepped into the shower, remembering that she had intended it to be a cold shower and deciding she didn’t care enough to change it now. The warm water felt nice, and she could use the stress relief.

 _‘Not like I’m getting any other stress relief with this thing,’_ she thought. Twilight was not fond of masturbating at the best of times, but without her clit? No, there was no way she was touching _that_ thing for anything sexual.

Even if it had other ideas. Even if she couldn’t help but think about Fluttershy touching it.

_“I saw everything, Twilight,” Fluttershy would say with a sly smile. “You poor thing, let me make it up to you…”_

Twilight winced, and she realized she was growing a little bigger. Gingerly she reached down and stroked a finger along the length of herself, noting how sensitive it was. Twilight knew enough about anatomy to know that it was basically a really big clit with some extra plumbing, which meant…

No. No, Twilight was not doing this. Especially not after that interaction with Fluttershy.

_‘Yeah, that interaction that I liked enough to get erect over… Admit it, you loved being around Fluttershy without your underwear on. You wanted her to notice…’_

Twilight stroked herself gently, although she knew that wasn’t really how things worked with this body part. By now she was fully hard, and she wrapped her fingers around her cock. It was warm and hard, and she kind of liked how it felt.

What would Fluttershy say if she saw Twilight right now? _“Oh you poor thing, let’s see if we can take care of that for you…”_

Twilight pulled up gently, feeling the way the skin slid along her cock. She felt dirty as she even thought the word ‘cock’, which only excited her more.

_“Oh, Twilight, let’s find out what your cock can really do.”_

Twilight’s mouth twitched as she started going a little faster, focusing on the new sensation. It was similar to what she was used to masturbating before when she had a clit, but also so different and unique. She liked it.

A smile worked her way to her face as she imagined Fluttershy taking Twilight to the couch and hiking up her skirt, letting Twilight explore her body. Giving everything to Twilight, becoming one with her.

Twilight started moving her hand even faster, and she used her free hand to grab her breast, pinching her nipple as she stroked her cock. She could connect with Fluttershy in a whole new way with this, she could feel her from the inside.

As she picked up speed, her hand started sliding loosely more along the length of her cock rather than grasping it firmly, using the water as lubricant. She wanted to use this thing in other ways, she wanted Fluttershy to get to know this new side of her, she wanted… she wanted…

Her mind went blank as she felt the pleasure welling up, then it shot out of her. It was an immensely satisfying feeling, just as pleasurable as orgasming with her clit had been but with a stronger sensation of release.

Then she opened her eyes and saw semen washing down the drain, and she felt awful. What the fuck was she doing? Fluttershy was her friend, she shouldn’t think of her like that. She shouldn’t even do things like that, especially not with that… _thing._

It seemed to finally be content with her, however, as it was slowly going back down to its usual flaccid state. At least there was that, though it was little comfort. She sat on the floor and leaned her head back against the wall, letting the water fall on her as she questioned just what the hell she thought she was doing.

She always did this. She always told herself she wasn’t going to masturbate anymore, that it only left her feeling miserable afterwards, that she was supposed to be better than giving in to such carnal pleasures. And yet, she always came back to it. Almost every single day, at some point, Twilight would cave in and touch herself.

And it seemed that losing her pussy did nothing to change that. She looked down at her dick and glared at it. Now she had to deal with making a mess whenever she couldn’t help herself too.

At least the shower helped with that. A little got on her fur, which proved to be a pain to wash out but at least most of it went down the drain.

Twilight picked herself up and washed properly, realizing she wasn’t exactly sure how much washing her new body parts needed. She was thorough, just in case – better safe than sorry, since she wasn’t in the mood to ask Starlight for lessons.

Once she was done, she turned off the water and stepped out of the shower. Drying off was another new experience, then she put on a bathrobe and tried to not think about it. She left the bathroom and made for her bedroom so she could get changed.

Maybe there was some spell that could ease these impulses. She’d tried taking an herbal supplement that was supposed to curb desires, but it didn’t help any. She wanted to at least keep her hands off herself as long as she had this thing attached to her – she felt even dirtier for masturbating with that.

“Oh hey, Twilight,” Starlight said as they passed each other in the hall.

“Hi, Starlight. Any luck?”

“No, afraid not. But we’ll find something.”

Twilight nodded. She had known that answer was coming. “Did you run into Fluttershy, by any chance?”

“Fluttershy? No, was she here?”

“Yeah, I was supposed to meet with her for lunch.” Twilight shifted uncomfortably. “I’m a little worried she might have noticed my… situation.”

Starlight frowned. “It’s not like she’d have a reason to care, right?”

“Yeah, it’s just… a little embarrassing to be seen.”

“Well, what were you doing?” Starlight grinned and nudged Twilight. “Something you had to finish up with in the shower?”

Twilight blushed. “Nothing like that! I was just… looking at it.”

Starlight laughed. _“Right.”_

“Oh, be quiet.” Twilight walked into her room with Starlight following behind.

She lingered in the doorway while Twilight pulled off her robe, keeping turned away to give Twilight some privacy. “Seriously though, I’m sure if Fluttershy _did_ see something, she wouldn’t care. You weren’t embarrassed about showing yourself off to me.”

“I’m still not,” Twilight said, noting how Starlight was turned away while she talked to her. Since her boobs were the only things she was at least a little unsure about letting Starlight see, Twilight put on a shirt first, not bothering with a bra since it was getting late anyway.

Starlight took the cue and walked in to sit on the bed while Twilight pulled out a pair of underwear and frowned at it. There was no way it would be very comfortable, but it might at least hold things in place better, so she pulled the panties on. As expected, her new bulge didn’t exactly fit well in her underwear, but she’d make do.

“And you know,” Starlight said, “while you’ve got that thing, you might as well use it.”

“Ha ha,” Twilight said flatly as she pulled on a pair of pajama pants. They were a pretty loose fit, but it was still obvious that there was a bulge there. She ignored it as she flopped onto the bed.

“I’m serious,” Starlight said. “Look, first thing I do when I get my vagina is finding out what it feels like to shove some toys in there.”

“Starlight!” Twilight facepalmed, but she was grinning.

“What? Nothing to be embarrassed about!”

“I wish I felt like that…”

Starlight lay down on her stomach beside Twilight and looked at her. “So then _did_ you play with it in that shower?”

“Shut up!” Twilight turned her back to her friend.

In turn, Starlight scooted closer to Twilight, placing a hand on her shoulder. “I’ll stop if it’s really bothering you.”

Twilight sighed. “What’s it… like for you? When you, you know, do stuff like _that._ ”

Starlight snickered. “You finally have the chance to find out yourself, and _now_ you ask me about that?”

“I don’t mean physically. I mean… what do you feel like afterwards?”

Starlight was quiet for a moment, then she pulled back. “Well… I don’t know. It’s complicated, and not always the same. I think this has more to do with how _you_ feel than how I feel though.”

“I… I did, you know. In the shower.”

“Okay. Nothing wrong with that. But you feel bad about it?”

Twilight sighed. “Yes. I feel like… I don’t know.”

“Like it makes you think of it as a guy’s thing afterwards?”

“No, of course not!” Twilight answered quickly as she turned back to face Starlight. “I know penises aren’t exclusively a male thing!”

“I know you know,” Starlight said. “But you know, that’s how I feel sometimes. Like, beforehand I’ll be thinking, you know, girls can have dicks too. But then afterwards, I guess I feel bad, like I did something very _male_ because of what kind of equipment I’ve got.”

“I guess…” Twilight shifted in place a little. “I did feel worse for, you know, with that.”

“It’s normal, I think. Or at least, it’s something I feel too. I guess you aren’t really used to feeling dysphoria though.”

“Yeah, that’s new. It’s awful, and I know it’s only temporary for me.” Twilight smiled at her friend. “It makes me worry about you, to be honest. I feel so bad that you’ve had to deal with this for so long.”

“Hey, but you’re helping me with that. Besides, you’re the one who just had this thrust on you for the first time. I’ve had years to get used to my gal pal down there.”

Twilight laughed a little, and she felt a little better. Although she wished Starlight didn’t have any reason to feel uncomfortable about her own body, it was nice in a way to know that they could relate to one another better now.

Which wasn’t to say Twilight didn’t want to get rid of that thing as quick as she could and never look back. Having something so… _stallionish_ just felt wrong, no matter how often she reminded herself mares could have dicks too.

“So what do you say we make tomorrow the day we find a spell to help us out?” Twilight asked with a smile.

Starlight grinned. “Oh absolutely. I’m looking forward to it already.”

And Twilight was too. They both needed this solution now, and they were going to find it.

**Notes for the Chapter:**

> My first explicit sex scene, and it’s Twilight masturbating... Baphomet help me, what have I become...


	3. New Experiences

#### Chapter Three

## New Experiences

There seemed to be no end to the new experiences since Twilight had made the mistake of casting that enchantment on herself. Learning to live with a protruding body part that she hadn’t grown up getting used to was awkward, and then there was the seemingly insatiable drive to touch herself.

Purely for scientific curiosity, of course – she had been too embarrassed to ask Flash to let her play with _his_ dick, and she hadn’t been too sure what she felt about it at that. But now she had her own to play with, and that gave her the chance to explore it like she never would have otherwise.

If she was going to be stuck with this thing, she might as well make the most of it, she figured. Starlight seemed to think that was healthy, as she had encouraged Twilight in using her new body part. Or maybe she just liked to have something she could tease Twilight about. Actually, the more she thought of it, the more she was sure that was Starlight’s real motivation.

Well, Starlight wasn’t around at the moment. Twilight was down in the basement working on the counterspell while Starlight was upstairs getting cleaned up. They had both been up early in the morning to work on developing a counterspell, but it had been far too optimistic to expect to get it finished that day.

In the end, Starlight had plans with Trixie and Twilight told her to stick to them. The travelling magician was going to be leaving Ponyville for a few weeks, so this was Starlight’s chance to see them off. Meanwhile, there was no telling how long it would take for this counterspell to come together.

“Hello down there!” a familiar voice called from the top of the stairs.

Twilight considered for the first time revising her policy of letting her friends come into her house unannounced. First Fluttershy shows up, then the next day, it’s Pinkie Pie. Oh well, at least Twilight was wearing underwear this time.

“Pinkie? What are you doing here?” Twilight asked.

“I just thought I’d come by and see how you’re doing on the spell.” Pinkie descended the steps quickly, although she kept her hands behind her back. She made her way over to Twilight and looked over her shoulder at the alicorn’s notes. “I went out for drinks with Starlight last night, and she said you two hit a snag.”

“She did?” Twilight hoped Starlight hadn’t elaborated past that. Pinkie would be much easier to tell than Fluttershy, but it wasn’t like Twilight was eager to tell _any_ of her friends.

“Yupperoni, which is why I thought you could maybe use some cheering up! I brought cupcakes!” Pinkie pulled her hands from behind her back and revealed half a dozen cupcakes.

Twilight smiled. “You know what? I could use a cupcake break.”

She got up and stretched, feeling like she’d been hunched over in the same position for hours. She probably had been.

Twilight led them over to a couch, and Pinkie took a seat beside her. She held out the tray of cupcakes, and Twilight took one. She unpeeled the wrapper and took a bite, smiling as she did. As expected from a Pinkie Pie confection, it was perfect. Sweet, but not overwhelming, and very light and fluffy.

“These are great, Pinkie,” Twilight said once she’d swallowed her bite. “Did you make them yourself?”

“Sure did! Only the best for my friends.”

“Thank you, it’s just what I needed.”

Twilight ate until she finished her cupcake, while Pinkie had one of her own. Pinkie offered another, which Twilight declined. With a shrug, Pinkie took a second one for herself.

“So what’s going wrong with the spell?” Pinkie asked.

“Nothing much, I just can’t seem to make any progress on it.”

“Really?” Pinkie asked. “No new developments happening?”

“Not really.”

“No unexpected results?”

“That’s the same question twice,” Twilight pointed out. She started to blush a little, which she hoped wouldn’t give her away, but she couldn’t help it. Did Pinkie know something? Starlight wouldn’t tell, would she?

“Just saying, if something happened, you could _totally_ tell me about it.”

Okay, what the fuck Starlight? “What did you hear?”

“Hmm? Oh, nothing. Starlight just said you got some interesting results.”

“Interesting?” Twilight frowned.

“Yeah, that’s all. She wouldn’t tell me any more than that.”

Twilight’s eye twitched. “So then why are you talking about it like you know something?”

“Oh, because I do!” Pinkie beamed as if this was a game that she’d just won. “But not from Starlight.”

“Then how?”

“Because of that.” Pinkie pointed down at Twilight’s crotch, emphasizing the very visible bulge in her skirt.

Twilight threw her hands over her bulge. Why the hell did Twilight keep wearing skirts!? Well, because she liked skirts, and she thought only Starlight would be around to see her, but still! This was just too much!

Pinkie didn’t seem to think so, as she just giggled. “I think somepony better see Rarity about getting some new clothes.”

“I guess…” Twilight wouldn’t look at Pinkie, though she tried to fight through the embarrassment. She told herself that there was nothing to be embarrassed about, that this was just the result of trying to help a friend. “I was kind of hoping to be rid of it by now…”

“So is it like a weird tentacle or something?”

“What?” Twilight finally looked at Pinkie. “No, it’s just a normal dick.

“Ooh, cool! And it works and everything?”

No matter how embarrassed she was, Twilight could appreciate the curiosity. “Yeah it works. Just like, you know, a stallion’s.” Twilight frowned at that comment. No matter how many times she told herself mares could have dicks, she couldn’t help but feel less mareish.

“Aww, I bet your dick is much nicer than a stallion’s. I bet it’s cute, even!”

Twilight couldn’t help but laugh at that and relaxed a bit. Even if the situation was weird, Pinkie had a way of making anything feel normal by simply being even weirder. “Well, I don’t know about that… Starlight says it’s, er, kind of big.”

“Ooh, so Starlight’s seen it?”

“Yeah, she was there when I first got it…”

“I’m jealous.”

Twilight scrunched up her face. “Because Starlight saw my dick?”

Pinkie laughed. “No, silly, because you have one!”

Twilight cocked her head to the side. “Wait, you _want_ a dick?”

“Well, sure, kind of. Doesn’t everyone?” Pinkie shrugged as if that was obvious. “I don’t mean like all the time, but I’d like to see what they’re all about some time. Don’t get me wrong, I love my pussy and I definitely wouldn’t want to give it up, but dicks are so cool too! I just really love both, and you get to try having a dick out for a little while before going back to a vag.”

“Well, I don’t know.” Twilight’s blush only grew, but Pinkie didn’t seem to find the topic awkward at all. “I don’t think I’ll get to try too much with it.”

“Aww, how come?”

“Well, who would I try it with?”

Pinkie shrugged. “I don’t know. A friend? Someone you feel really close with and wouldn’t have to worry about feeling weird around.”

“I… I don’t know if I could do something like that.” Twilight looked down at her bulge and thought about how much she wanted to try things with Fluttershy. But then, she _always_ wanted to try things with Fluttershy, that wasn’t related to having a dick.

More importantly, Fluttershy would never want to try things with _her_ , especially not now.

“I guess I am a little jealous of Starlight,” Pinkie said. “I meant it when I said I bet it’s cute. And dicks are nice, it’d be fun to see yours.”

“Pinkie?”

“Yeah?”

“Are you asking me to show you my dick?”

Pinkie giggled. “Maybe.”

Twilight rolled her eyes, but she couldn’t suppress a smile. “Fine, but only because I still don’t really think of this thing as mine. It’s more like… an unwanted guest.”

“Well, if you’re sure…” Pinkie said with a grin.

Twilight pulled up her skirt and pulled her panties aside. It felt so bizarre to show off crotch to her friend, but actually seeing her dick made it feel a little less strange. She was always looking at how weird it was, why wouldn’t other ponies be curious?

Well, because other ponies hadn’t seen her vagina countless times. But anyway, it helped to think of it as a curiosity.

“Aww, it is cute!” Pinkie said.

Twilight blushed more, but she laughed a little all the same. “I’m glad one of us thinks so. I just – okay!” Twilight immediately pulled her underwear back up as her dick started growing a little bit.

Pinkie seemed to find it funny, at least. “Aww, it’s okay! She’s just happy to see her new pal Pinkie Pie!”

“I’ll never get used to that…”

“Hmm…” Pinkie leaned her head against Twilight’s shoulder. “You know, I _did_ have someone in mind when I said you could find a friend…”

Twilight caught Pinkie’s meaning immediately, but it was so farfetched that she had to play dumb. “Wh-what do you mean?”

Pinkie giggled. “Me, silly. I mean, if you wanted to.”

“Uhh…” Fuck. Where was this coming from? Was Pinkie really coming onto her? This had never happened before, was Pinkie just suddenly attracted to a mare with a dick or something? “I’m not sure. Why… why do you, er…”

“Aww, it’s not that big of a deal, Twitwi. I just want to help my friend with a new experience. Besides, I know how curious you must be.”

It was true that Twilight was curious what other experiences she could have with this thing, but that didn’t mean she was in a hurry to go sleeping with her friends.

 _‘Oh, come off it,’_ a voice inside said maliciously. _‘You want this because you’re nowhere near the good little girl you pretend like you are.’_

It was true. Twilight had never thought of Pinkie like that, but it didn’t matter. She didn’t need to think it through to know that she did want this, no matter what _this_ was.

“What… do you want to do, exactly.”

“Hmm…” Pinkie put her hand on Twilight’s thigh, tracing her fingers around in a little circle. “I think we can just see what happens, don’t you?”

“I… I guess so.”

“You guess so?” Pinkie stopped her hand. “I won’t do anything unless you’re really _really_ sure.”

“I… I am,” Twilight said. She hadn’t really formed the words, they just sort of came out. “I want this.”

“Good.” Pinkie trailed her fingers closer to Twilight’s underwear, then while Twilight was distracted with what her hands were doing, she leaned over and kissed Twilight’s cheek.

Twilight turned her eyes to Pinkie’s face, and she saw her friend smiling at her. The next thing she knew Pinkie was pulling down Twilight’s underwear, so she lifted her butt off of the couch to make it easier for her.

Pinkie pulled Twilight’s panties all the way down to her hooves, then ran her hand back up Twilight’s leg. “You okay, Twi?”

“Yes,” Twilight said breathlessly.

Pinkie traced her fingers up Twilight’s thigh, running them all along Twilight’s crotch until she reached her dick, then she ran her fingers along that. It was such a delicate motion, and it send shivers down Twilight’s spine.

She grew bigger in Pinkie’s soft hand, losing herself even more as she did. Pinkie wrapped her fingers around Twilight’s cock and pulled gently, making it grow bigger and harder as she did.

“Pinkie…” Twilight said through a smile.

The next moment, Pinkie’s lips were on hers. Only for a moment, however. She didn’t linger, just a quick kiss, and she didn’t stop what she was doing.

Which was good, because Twilight never wanted her to stop. It wasn’t too different than doing it herself, but it felt much better to have Pinkie be the one to touch her. She wrapped an arm around Pinkie and held her close while she played with Twilight’s cock, leaning her head against her shoulder.

Then Pinkie kissed her again, but this time, she kissed her for longer. Twilight didn’t know a lot about kissing, but she took a gamble and parted her lips to invite Pinkie to go further. It paid off, and soon Pinkie’s tongue was dancing with Twilight’s own.

Pinkie pulled away and spoke softly so even her high pitched voice came out sounding sensual. “Are you enjoying that?”

“Yes, so much,” Twilight answered.

“Want to try something else?”

Twilight fluttered her eyes open to look at Pinkie. “Something else?”

“Well… I don’t suppose you have any condoms?”

“No,” Twilight admitted. That was a reasonable concern; she had never bothered to learn if she had sperm now.

“There are other things I can do,” Pinkie assured Twilight. She slid off the couch and onto the floor.

“Pinkie? What are you…?”

“Shh, don’t worry about me, you just enjoy yourself.” Pinkie kneeled in front of Twilight and stopped tugging on her cock, instead bending over it and licking it all along its length.

When she got to the top, she opened her mouth wider and took it inside. She pushed her head down, then pulled it back up, going down about half of Twilight’s length.

“Oh sweet Celestia…” Twilight muttered. She was in ecstasy, she didn’t know anything could feel this good.

As Pinkie worked her mouth up and down Twilight, she also worked the bottom half of her cock with her hand. Occasionally she pulled her mouth off to stroke it all the way up and down, letting her saliva keep it nice and slippery.

“Pinkie, that’s amazing…”

“Good,” Pinkie said before licking all around the top. “You know, you can grab my hair if you want.”

Twilight had no idea what she was supposed to be doing. Should she have known that was something she could do?

All those worries were gone as Pinkie put her mouth back around Twilight’s cock. This time as she pushed down, Twilight grabbed a handful of Pinkie’s hair. She wasn’t really sure what to do, so she just held it, tightening her grip slightly in rhythm to the pleasure she felt from Pinkie’s amazing mouth and tongue.

Without really meaning to, Twilight found her hand resting on Pinkie’s head. She gently moved it with Pinkie’s motions, so it was almost like she was the one moving Pinkie’s head as it bobbed up and down.

“Pinkie, I’m gonna…”

Pinkie just pushed down deeper as Twilight exploded, holding her mouth in place as all of Twilight’s juices came out into her. Only when she was done did Pinkie pull her head back, swallow, then smile.

Twilight locked eyes with her for a moment, then she turned away. “That was…”

“You liked it, right?”

“Of course I did,” Twilight answered quickly. “I’m sorry, I didn’t mean to… you know, in your mouth, and…”

Pinkie giggled. “Did you want to cum on my face?”

“No, of course not!”

“Silly Twilight…” Pinkie got up and sat beside Twilight, turning sideways so she was pressing her body against Twilight’s. “You did exactly what you were supposed to do. Thanks for the heads up.”

“Of course.”

Twilight wasn’t really sure what to do next, but Pinkie just came close, leaning against Twilight. She put her arm around Pinkie, mostly in an effort to do _something._ She was just glad she couldn’t see Pinkie’s face.

Pinkie reached down and stroked a finger along Twilight’s now flaccid dick. “We can try more stuff another time, if you want.”

“I… I don’t know,” Twilight said.

“Well, why not? We both had fun.”

“Yeah,” Twilight said, although she wasn’t sure how that could have been any fun for Pinkie. She certainly hadn’t wanted to do anything like _that_ with Flash. “Are you, you know… okay?”

Pinkie laughed. “Of course. Like I said, it was fun!”

Twilight took a deep breath. “I didn’t pull your hair too hard?”

“No, you were gentle. Not that I don’t like it rough, too.”

Twilight didn’t know how to reply to that, so she stayed silent.

“I’m glad we can do stuff like this,” Pinkie said. “Promise you won’t get all weird on me?”

“Of course not,” Twilight said, hoping she could keep to her word. “Like you said, we were just… trying something new.”

“Mhm!” Pinkie wrapped her arms around Twilight. “Just you wait, we’ll be able to try all sorts of things before you go back to normal.”

“Yeah,” Twilight said, although she doubted very much she’d be doing anything else like _that_ with Pinkie.

At least Pinkie seemed to be perfectly content, snuggling close with Twilight. But as for Twilight herself, she couldn’t stop wondering what the hell they just did and what they were supposed to do from here.

**Notes for the Chapter:**

> Look I’m just gonna say it because someone’s gotta: That blowjob scene went by way too fast, very amateurish writing. I’m not beating myself up though, I’m genuinely an amateur at this sex stuff, and can only hope I get better (haha Krickis is inexperienced and can’t last long when it gets sexy!)


	4. Life Goes On

#### Chapter Four

## Life Goes On

There really wasn’t anything else to be done but to follow Pinkie’s advice. As Twilight tried on numerous outfits she owned, there was always a noticeable bulge that she just couldn’t hide. Not by herself, anyway.

Thankfully, there was an obvious solution. If none of Twilight’s clothes could conceal her new member, she would just need clothes that did. And if Twilight needed clothes, there was one obvious solution.

So Twilight followed Pinkie’s advice, heading out of the castle for the first time since the experiment to head to the Carousel Boutique. She left late at night so she wouldn’t run into anyone. She was a little worried about dropping in so late, but it was important and Rarity was known to stay up late into the night.

Along the way, Twilight thought of Pinkie and what had happened between them. She thought often about that encounter. It had only been a few days, but it scarcely left her thoughts. Most of the time she was disgusted with herself for allowing something like that to happen with her friend. In her moments of weakness, she would revel in the memory. That disgusted her too.

Twilight tried to hurry through town, both to avoid meeting anyone and to try and distract herself from the thought. The last thing she needed was for that thing to grow _more_ obvious because Twilight just couldn’t keep her mind from the gutter.

In the end, she managed to make it to Rarity’s shop without running into anyone. She ignored the closed sign as she knocked on the door, second-guessing how late she was showing up unannounced.

There was a moment of silence, then the sound of the door unlocking was followed by its opening. Rarity was on the other side, first looking confused at having a visitor, then blinking, then shifting to a different confused expression as she saw who her visitor was. “Twilight? Whatever is the matter?”

“Hi, Rarity. Can I come in?”

“Oh, yes, of course.” Rarity stood aside to let Twilight into the room. “Beg your pardon, darling, it’s just so unlike you to turn up at this hour.”

“I know, and I’m sorry.” Twilight turned to face Rarity, feeling like her problem had to be immediately obvious even though she told herself that Rarity wouldn’t have any reason to look down at her crotch.

“It’s no problem at all, I was up working on a new design.” Rarity smiled and gestured to a chair. “Please, have a seat, then you can tell me whatever it is that’s on your mind.”

Twilight did as instructed, grateful that sitting down made that _thing_ less obvious. For good measure, she folded her hands in her lap, hating the way she could feel it through her skirt.

“Where to start…” At least with Pinkie, this part was easy. Although Twilight was embarrassed at the fact that Pinkie had noticed her, it did save her from having to admit it. It seemed she wouldn’t have that luxury with Rarity.

“How about we start with tea?” Rarity suggested. “I daresay, whatever this is has gotten you quite nervous, so perhaps that would calm you down.”

“Tea sounds nice,” Twilight said with a smile, so Rarity retreated to another room to prepare it. Meanwhile, Twilight looked around the familiar shop and all the clothes held within it. Would Rarity have a solution for her in all these clothes? She’d made clothes for Starlight before, so she had to have some experience in this sort of thing.

Rarity returned within a few minutes, gave Twilight her tea, then sat down in a nearby chair with a cup of her own. “Now then, do tell me what has got you so worked up.”

Twilight gingerly took a sip of tea, then set it aside to cool. “It’s a bit embarrassing to talk about.”

“Well then, it’s good we are such dear friends, is it not?” Rarity smiled comfortingly. “And if secrecy is required, you know I wouldn’t dare tell a soul.”

“I know, and I appreciate that.” Twilight inclined her head, not quite meeting Rarity’s eyes. “And… I would definitely appreciate you keeping this between us.”

“Of course.”

Twilight took a deep breath. “So I was running some experiments with Starlight, and we got some… strange results.”

“I see. What kind of results?”

Twilight’s hands twitched, and she felt herself through the fabric of her skirt unintentionally. “Embarrassing ones. We were researching how to get Starlight a vagina, and instead we… well, we wound up giving me a penis.”

“Ah. Yes, I do see why you’d feel uncomfortable with this development.”

Twilight nodded. “We’re still looking into a solution, but the spell was only designed to go one way. So for now, I just have to live with it.”

“And you’re finding your current wardrobe somewhat lacking,” Rarity said knowingly. “Yes, I’m glad you came to me with this. I’ll make it my priority over the next few days to help you through this.”

“Thank you, Rarity. Pinkie was over the other day, and well, she noticed… Fluttershy stopped by briefly as well, and I’m not sure if she did.”

Rarity’s mouth twitched. “Our dear Pinkie can lack tact sometimes…”

“Oh, I’m not upset with her or anything.” No, Twilight was only upset with herself for what happened between the two of them. “I just want to keep this between as few ponies as possible. I’m just glad it’s only Pinkie and maybe Fluttershy that realized.”

“Of course.” Rarity took a sip of her tea, reminding Twilight to do the same with her own, then she stood up. “Well, it’ll take me some time to make outfits for you, but I daresay I can get you some off the rack items that’ll work out better than your current clothes. I do hope you don’t take offense to them being stallion’s pants.”

“No, I understand,” Twilight said. She felt like she was half stallion already, no reason to be shy about wearing their pants.

Rarity disappeared into another room, but she called out to Twilight from it. “Perhaps some of these thicker skirts will help you hide it while maintaining a more feminine ensemble as well.”

“That sounds great,” Twilight called back. It wasn’t exactly that she cared about looking feminine, but she had always liked the style of long skirts.

Rarity returned with some items, so Twilight took another sip of her tea, then stood to take them from her. Before she could, Rarity set them off to the side. “I do hate to say it, but well, it would help to know what we’re working with. Perhaps you wouldn’t mind stripping so I can get some measurements?”

Twilight blushed. “You need to measure, er, that?”

“No no, just to your underwear. I wouldn’t put you through anything more undignified than I need to.”

Twilight sighed and turned away from Rarity. She had been so unconcerned about showing it off to Starlight less than a week earlier, but now that it was something she was stuck with, she was becoming increasingly self-conscious about it.

Still, Rarity wouldn’t ask if she didn’t need these measurements, and Twilight wouldn’t hesitate normally. So she gripped her skirt, and pulled it down. She had to take a moment to steel herself, keeping turned away from Rarity.

“I would normally remind you it’s nothing I haven’t seen before, but well…” Rarity’s voice was light and playful, clearly she had intended it as a joke.

But to Twilight, it was just a reminder that there was something wrong with her. She looked down, and could actually see her dick through the gaps the bulge left in her normally form-fitting panties.

Even though she realized it would mean that Rarity was going to see her dick, Twilight turned around. Ever the professional, Rarity didn’t comment. Instead she simply levitated a tape measure over and started taking measurements of Twilight’s body.

“I know you’re aware,” Rarity said as she worked, “but you are not the first lady I’ve worked with who’s currently sporting this particular equipment.”

“I know, you’ve done fittings for Starlight as well.”

“And others.” That was news to Twilight, but she wasn’t surprised. Rarity was a well-known seamstress, of course she would attract all kinds of mares to her shop. “I must confess, I don’t know much about designing underwear with these specifications in mind.”

Twilight wanted to disappear. “I guess it’s pretty obvious I don’t know what to do about that either… I guess maybe I should buy some stallion’s underwear for now.”

“I wouldn’t presume to know, but I do believe there are other options. Talk to Starlight about it.”

Of course, that was such a stupidly obvious suggestion that Twilight hadn’t ever thought of. “You’re right, I should’ve gone to her first.”

“The clothes I can do,” Rarity said, standing up. “But yes, when it comes to the delicates, Starlight would know more than I do.”

“Are we all done?” Twilight asked hopefully.

“With measurements, yes, but I’ll need you to try on some of these clothes, lest you get home with them only to realize they don’t fit.”

Obediently, Twilight tried on the outfits Rarity had brought out for her. Most of them were pants of a few different sizes, but there were some skirts as well. The skirts all fit nicely, though it took a few tries to figure out which pants fit her best. Once they did know, however, Rarity got a few different similar sized pairs to tide Twilight over until she could get her something customized.

Twilight wound up staying in one of the pairs of pants. Examining herself in the mirror, she could still see the faint outline of her dick, but only when she was specifically looking for it. All in all it was a big improvement.

With that settled, Twilight sat with Rarity to finish their tea. She was worried that Rarity would keep asking about Twilight’s dick, something she would hardly blame her for being curious about, but they talked about other things entirely.

Which, with Rarity, mostly meant her current clients and the outfits she was designing for them. It wasn’t a subject that Twilight was particularly invested it, but it was comforting how normal the conversation was.

By the time she left, Twilight was feeling just a little better about her situation. Which was not to say she felt _good_ about it by any means, but she wasn’t terrified of seeing her neighbors on the street, at least.

With that in mind, it was almost freeing to be out of the castle. She’d been keeping herself locked up in it for days, too afraid of seeing anyone to leave. And so when she left the Boutique, she decided to take a stroll through Ponyville rather than heading straight home.

Besides, Ponyville by moonlight was a sight to see. It was calming, more so than almost anything else Twilight knew. The town always managed to cheer Twilight up, but at night, that cheer took the form of peace settling deep into her soul.

She chuckled to herself at the thought, chiding herself gently for the teenage-level poetry. It was a nice night and Twilight wanted to take a walk through it. Leave it at that.

Her walk did take her past a few ponies, and each one of them she met with a friendly greeting. Nopony said anything about the fact she was in stallion’s pants or about the bulge in those pants. At least here in the relative darkness, she finally convinced herself that she was safe from being found out.

She paused when she reached the bridge over the stream that passed through town, since she saw the first pony she recognized. Standing on the bridge was Fluttershy, though she hadn’t seen Twilight. She was leaning on the guardrail, looking down into the water.

Twilight stopped to consider what she wanted to do. Well, she knew what she _wanted_ to do; she wanted to go see her friend, to say hi and to apologize for the other day. But actually doing it was… another matter.

 _‘It’s Fluttershy,’_ Twilight reminded herself. _‘She’s my friend. She wouldn’t care even if she knew, and there’s no reason she’d find out now.’_

But on the other hand… _‘It’s Fluttershy… if there’s one person I want to keep this from…’_

Before Twilight could decide, Fluttershy looked Twilight’s way and smiled. That settled it, there was only one option left.

Twilight put a smile on and walked over to Fluttershy. “Hey, Shy. Didn’t expect to run into you out here.”

“I was just out for an evening stroll. What about you?”

“I’m doing the same thing,” Twilight said, reaching Fluttershy and standing beside her.

Fluttershy giggled and pointed down. “With that?”

For one horrible second, Twilight thought she was pointing at Twilight’s dick, then she realized she had the bag of clothes from Rarity hanging off her arm. “I picked up some things from Rarity, then went on a walk.”

“Oh, getting some new outfits?”

“Nothing fancy, just some pants and skirts.”

“I see.” Thankfully, Fluttershy turned back to the water without asking to see the clothes. “It’s so peaceful out at night.”

Twilight set the bag down. “Yeah it is. Looking at anything in particular?”

“Look down there. There are some fish out.”

Twilight looked where Fluttershy pointed. At first she didn’t see anything, then one jumped out of the water. “Oh!”

Fluttershy giggled. It was such a musical sound. “I’m glad to run into you.”

“Oh yeah? Why’s that?”

“Well, the last time I saw you, you said you were sick. I’ve been worried about you.”

“Oh, right.” Twilight stared down at the water, not wanting to look directly at Fluttershy since she still felt guilty for the lie. “I’m feeling better now.”

“I guess Starlight took care of you with Spike gone.”

Well, that was sort of true. “Yeah, Starlight’s been great lately.”

“It must be nice, living with someone you’re so close with.”

“It is,” Twilight said with a smile. She braved a look up at Fluttershy and saw she was frowning. “Is something wrong?”

Fluttershy quickly shook her head and smiled. “Oh no, nothing! I’m glad you and Starlight are so close.”

Not for the first time, Twilight got the impression Fluttershy had something against Starlight. They always got along fine when they were together, but once in a while, she would act like this when talking about the fact that Starlight and Twilight lived together.

She didn’t want to pry, but… “Are you sure everything is okay?”

“It’s fine, really, Twilight.”

“So what’s on your mind then?”

Fluttershy turned away again. “Nothing.”

That didn’t sound convincing, but Twilight wasn’t sure how to press for more, or even if she should. “It’s okay, you don’t have to tell me.”

“Twilight?”

“Yeah?”

“Can I have a hug?”

Twilight cocked her head to the side. She hadn’t expected a question like that. “Of course you can. Here.”

Twilight held out her arms, and Fluttershy fell into them. They fit so nicely together, Twilight thought. It was far from the first time she had thought that about Fluttershy.

“Want to know what I was thinking about?”

“Of course.”

“I was wondering if… if you and Starlight ever, I don’t know. Thought you two might be more than friends.”

Twilight furrowed her brow. Where did that come from. “No, we’re just friends. Best friends, just like me and you, or like Rarity or the others, but still friends.”

“Sometimes it just feels like you’re closer with Starlight…”

“Are you… are you jealous of her?”

“No,” Fluttershy answered quickly. “I… I know we’re best friends too, I was just, I don’t know, curious. I’m sorry, I’m being nosy.”

Fluttershy pulled away, so Twilight stepped beside her and put an arm around her. “To tell you the truth… Starlight has a _huge_ crush on Trixie.”

“Uhm, everyone knows that, Twi.”

Twilight laughed. “I guess it’s pretty obvious. But yeah, I don’t think Starlight has her eyes on anyone else, you know?”

“Yeah, that’s true.”

“And maybe…”

Fluttershy leaned into Twilight’s embrace. “Maybe?”

 _‘Maybe I have a crush on somepony else too,’_ Twilight finished in her head. “Nothing, I’m just supportive of her. I would never push for anything with her when she clearly wants to be with someone else. Uhm, not to mention I just don’t see her that way.”

“Right. I’m glad.” Fluttershy shifted uncomfortably. “I mean, glad you two know where you stand with each other, of course.”

“Yeah, I understand.”

It felt nice being so close with Fluttershy. They didn’t even need to say anything, Twilight moved her arms around Fluttershy so she was holding her, and Fluttershy leaned back against Twilight. With nopony else around, it was like the night was just theirs.

She debated telling Fluttershy her secret then, because for once, it almost didn’t feel so bad. But she kept it to herself. The night was so still, there was a sort of magic to it. A spell that would be broken if Twilight spoke anything.

 _‘There I go with the teenage poetry again,’_ Twilight thought with a wry smile. But still, being with Fluttershy made her feel normal, and with the week she’d had, that was the most important thing she could ask for.

**Notes for the Chapter:**

> lol how many of you were expecting that fitting to become unprofessional? That was something that drove me to writing this fic though, a porn story where characters act like people, and well, most of the time these kinds of situations don’t devolve into sex. There will be a lot more sex as this story progresses, but it’ll (ideally) all make sense when it happens and not be the plot of a bad porno. It’s the plot of a good porno, dammit!


	5. The Line Between Friends

#### Chapter Five

## The Line Between Friends

It was beyond embarrassing. Sure, in theory this wasn’t that big of a deal. She just had to ask Starlight a simple question, one that Starlight was unique among her friends in her ability to answer.

To that end, Twilight was glad that it _was_ Starlight. She may be frozen in place in front of Starlight’s bedroom, but that was preferable to asking, say, Fluttershy about this. She couldn’t imagine ever talking to Fluttershy about _anything_ like this at all…

Twilight sighed. This was ridiculous. Starlight was one of her best friends. They lived together, they worked together, and this was just a simple question. She had nothing to be worried about.

But then, worried was the wrong word. No, Twilight wasn’t _worried_ , she was embarrassed. Which she shouldn’t be, but then…

She shook her head and forced herself to knock on the door. She was being ridiculous, it was just one little question.

Starlight opened the door. She was still in what passed for pajamas – a punk rock band’s tank top and sweat pants – despite it being midday. She rubbed her eyes as if she was just waking up. “Hey, Twilight. I was gonna head down to work on the spell in a bit, promise.”

“Oh, it’s not about that. I just…” Just had a question. Just need your help with something. Just need to stop turning red before I even ask the damn question… “Er, well, I just wanted to talk.”

“Oh, sure.” Starlight stepped aside and let Twilight into her room. As usual, it was a mess, but Twilight didn’t comment. Starlight wasn’t a child who needed to be told to clean her room, she was a grown mare who could decide how she wanted to live.

The room was only illuminated by Starlight’s lava lamp and the light coming in from the doorway, so it looked like Twilight was right about Starlight having just woken up. She sat down on her friend’s bed as Starlight flipped on a light switch then took a seat beside Twilight.

“So what’s on your mind?” Starlight asked.

“It’s… kind of embarrassing.”

Starlight smiled. “Questions about your new friend?”

Twilight rolled her eyes. “Trust me, that thing is no friend of mine…”

Starlight grinned. “I know it’s hard, but it kinda helps if you stop fighting it. I know it’s different for you than it is for me, but you really should try to accept that at least for now, it’s part of you.”

“I guess…” Truthfully, Twilight felt a lot more comfortable now that Rarity gave her some clothes that actually hid that thing. Now if only she could stop _feeling_ it all the damn time. “Anyway, what I really wanted to ask was… Well, it’s actually embarrassing…”

“Twilight, I’ve seen your dick.” Starlight nudged her. “ _And_ your vagina before that, so you can’t just say it’s because it’s not a normal part of your body.”

Amazingly, this didn’t help Twilight feel any less embarrassed. “Well, I hoped that you weren’t _looking_ in that hot spring!”

Starlight arched her eyebrow. “Maybe.”

Twilight glared for a moment before they both broke down laughing. It was things like this that made Starlight easier to talk to about this.

“So really, what can I do for you?”

Twilight took a deep breath. “I need advice.”

“Ooh, so we’re experimenting some more?”

Then again, maybe Starlight _wasn’t_ that easy to talk to. “I’m not experimenting with anything! Well, no more than I already have, but I don’t – I’m not – I just –”

Starlight placed her finger on Twilight’s mouth. “Just breathe. Sorry, I can see this is hard for you. I’ll behave.”

One more deep breath couldn’t hurt, even if it didn’t seem to help very much. “Okay. So what I was wondering is about, er, underwear. Is there like… a special shop I need to buy new stuff from?”

Starlight smacked her forehead and groaned.

“I’m serious!” Twilight was somehow growing even redder now that her question was out in the open. “Mine don’t fit anymore!”

“No, I know you’re serious, and I see where you’re coming from.” Starlight smiled. “I just can’t believe I didn’t think of this. Of _course_ you have no idea what’s going on down there.”

Twilight stared down so as to not look at Starlight. She only wanted to avoid eye contact, but she found herself staring at her junk. It was well hidden by the pants Rarity had given her, but still, she felt like she could make out its outline.

“Okay, so, I’m guessing you usually wear tighter, form-fitting panties?”

“Yeah,” Twilight said. She chanced a look at Starlight, and saw that she was blushing a little bit as well. That helped Twilight feel a little better.

“So yeah, now you have a little more going on down there, it’s not going to all fit in the same size. You want to get undies with a little bit of spandex in it, that’ll help a lot. Boy shorts are better than bikinis if you don’t mind wearing those.”

“I’m fine with boy shorts.” Twilight usually wore bikinis or hipsters, but she could see why boy shorts would be better. “So… is that it? I don’t need, like, special panties?”

“No, not really. If you’ve gotta go for bikinis or whatever you might want to go up a size, see how that fits. Before I started HRT, I used to wear padded panties that gave me more feminine hips, but your hips still look great. Oh, we should test your hormone levels! I really hope you don’t need HRT.”

“I’ve been monitoring it, so far it seems to only impact my junk itself. Starswirl had already developed a separate HRT spell, so he must’ve just been interested in the plumbing aspect.”

Starlight nodded, then stood up. She yawned and stretched, revealing a little of her midriff. “Wanna take some of my undies and see how they fit? I don’t mind if you don’t.”

Twilight sighed. “I really should just go out to town and get my own, but…”

“Hey, at least try some on. Promise I haven’t been doing anything gross in them, and they’re clean. Once we know if they fit better, we can go into town together and pick some up for you.”

Twilight smiled. “Alright, that sounds good. Thank you.”

Starlight pulled open a drawer and handed Twilight a pair of blue boy shorts. They were probably Twilight’s size, since she and Starlight shared clothes a lot.

“Mind if I try them on now?” Twilight asked.

“Sure, knock yourself out.”

Twilight stood up as Starlight sat down. Since she was wearing pants, Twilight had to strip down, but she was getting past the point of embarrassment. Besides, at least it was Starlight.

As for Starlight herself, she didn’t bother to turn away, but she also didn’t seem to be specifically looking. It seemed she found it just as innocent as if Twilight was taking off a jacket.

Twilight pulled stepped out of her pants then pulled off her own ill-fitting bikini panties. She pulled on the ones Starlight gave her, finding them surprisingly constricting for boy shorts. “That elastic sure does its job, I guess.”

“It’s a lifesaver,” Starlight said. “They look cute on you.”

“Thanks.” Twilight pulled her pants back on and felt much more comfortable. She was still painfully aware of her dick’s presence, but at least it seemed to be being held in place better now.

“That was so much easier than changing in front of Rarity,” Twilight said with a small laugh.

“Guess it’s easier when we have the same thing, huh?”

“Oh, I didn’t mean that!” Twilight held up her hands. “I just meant, well, you’re like me! I mean, you’re scientifically minded! Rarity is great and all, but you know how she is. I know with you that you’re just going to see it as a body part, and not as a, well, you know.”

“A dick?” Starlight smirked. “Uh, news flash, Twi, but I like hens. Literally every girl I’ve slept with has had one.”

“Oh, of course! But I mean, well, that is…” Twilight shifted in place. “Hens?”

“Girl dick.” Starlight tilted her head closer. “You know, like cock, but girly.”

“Oh. That makes sense.”

“And I gotta say, yours is really cute. Now that I’ve had the chance to get a… what is this, third showing?”

“Starlight!” Twilight placed her hands protectively over her… hen?

Starlight laughed. “Relax, Twi. I’m just teasing. You know I’m not, like, looking at it like that, right?”

“Yeah, I know… It’s just… hard.”

To her credit, Starlight tried to keep from laughing. She didn’t manage, but she tried, at least. “Oh, is it really? Gee, Twi, if you want some help with that…”

“I didn’t mean that!”

“Sorry, you just make it so easy!”

“I swear to Celestia if you turn that into an ‘easy’ joke…”

“Please, I have _some_ class.”

Twilight breathed a sigh of relief and took a seat on the bed. She didn’t mind being the butt of Starlight’s jokes usually. It wasn’t like Twilight didn’t return fire most of the time. They had a playful banter between them, and they both liked it that way.

But, well… She did wish this topic wasn’t one they’d joke about.

“Seriously though, Twi, I’m glad you’re comfortable with me. And I promise I’m not, like, masturbating to you or whatever it is you’re afraid of.”

Twilight bit her lip. No, of course Starlight wouldn’t do that. It was just Twilight who thought of her friends like that…

“Twi? You okay?” Starlight nudged Twilight. “Er, do you _want_ me to masturbate to you?”

“No, of course not!” Why would Twilight want Starlight to treat her the way she treated Fluttershy or Pinkie? “And I know you wouldn’t… You’re a good friend…”

“Yeah, well, I guess I have some standards.”

Of course she did. It was just Twilight that didn’t. “Yeah…”

“You sure you’re alright? Look, I didn’t mean to tease you that much.”

Twilight shook her head, but she couldn’t keep a tear from getting out. She just thought of Pinkie, who had only been trying to show Twilight a new experience. Or Fluttershy, who had never even done anything. And yet, every day thoughts of them scrolled through her head…

“Oh geez, I really did tease you too hard… Come here.”

Starlight pulled Twilight closer and the next thing she knew, she was crying on Starlight’s shoulder. She felt like a pervert, and an idiot on top of that. Worst of all, she couldn’t even tell Starlight _why_ she was crying.

Fortunately, she had an excuse literally built in. “Guess you really are having a tough time with that thing…”

“Well, it hasn’t been easy.” Twilight wiped her eyes and found a smile, but only at how ridiculous her next statement was going to be. “Wanna know something funny? Pretty sure the reason I’m so emotional is that I’m supposed to be on my period right now.”

Starlight smirked. “Geez, glad you don’t have that on top of everything else.”

Twilight laughed a little. Just a little, but it was something. “Yeah, that’s one thing I don’t miss.”

“I can imagine. That’s the one part of having a vagina I’ve never wanted.”

“Yeah.”

They were quiet for a while, and eventually Starlight lay back in her bed. She pulled Twilight along with her, so the two mares were lying down together.

“Hey, Twi?”

“Yeah?”

“I’m sorry. I really should know better than to tease someone who’s going through dysphoria.”

Twilight took a deep breath. “Yeah, well, it’s new for me too.”

“I guess that’s why I got caught up in joking. Most transmares who are as comfortable in their body as you usually are don’t mind joking around like that. But… this is new for you.”

Twilight didn’t say anything. She wasn’t really a transmare, but the differences between herself and a transmare were much smaller than they used to be, for sure. Still, she wasn’t sure where she fell in all this anymore, so she just kept her thoughts to herself.

Starlight sighed. “We’ll figure it out.”

“For both of us.” Twilight rolled off of Starlight, but stayed pressed against her. It wasn’t like she didn’t like being held by her friend, but she wanted to look her in the face when she said this. “I promised, remember? I promised you we’d get you the body you want, and I’m going to keep that promise.”

Starlight stroked Twilight’s mane out of her face. “You’re too good to me, Twi.”

Twilight placed her hand on Starlight’s. “Only because you deserve it.”

They smiled at each other for a moment, then before Twilight knew what was happening, Starlight put her other hand on Twilight’s cheek, leaned in, and kissed her. And before she knew what was going on, Twilight was kissing her back.

It all happened so fast, and just as fast, Twilight pulled away. She stared at Starlight wide-eyed.

Starlight’s mouth was open just a little bit, then she closed it and squeezed her eyes shut. “Sorry, too soon, I’m just… I’m sorry…”

“Too soon!?” Twilight sat up and shook her head. “You planned that?”

“No! It just, well, we were having a moment, and I thought…”

“You thought it was okay to just kiss me out of nowhere? You _know_ how I feel about Fluttershy!”

“Yeah, but I thought… I don’t know…”

“And what about Trixie?”

“If Trixie wanted me, she could’ve had me time and again by now. Same with Fluttershy about you, you know.”

“Hey, watch it.”

Starlight frowned and sat up herself. “Oh come on, it’s not like I don’t know about you and Pinkie.”

“You… you _what!?_ ”

“Yeah, maybe don’t fuck in the middle of a public room if you want it to be secret.”

“We didn’t fuck!” Twilight rose to her hooves. “We just…”

“What, fooled around? I heard enough, trust me.”

“So what? You thought because I did something with Pinkie that you could have a go too?”

“I don’t know!” Starlight threw out her arms. “I thought it was worth a shot I guess? I’m sorry, okay? I’m sorry! I just… I don’t know, okay?”

Twilight walked to the door. “I think I need some time.”

“Twilight… I’m sorry…”

“I’ll… see you later.”

Twilight opened the door and walked down the hall, and she found herself crying once again.


	6. Where to Find Comfort

#### Chapter Six

## Where to Find Comfort

Every Tuesday evening, the Carousel Boutique closed an hour early. It had been the case for as long as most ponies could remember. To those curious and daring enough to ask her why, Rarity had answered that she needed the time to do her accounting. This was a satisfactory answer to most ponies. Nopony was allowed in the Boutique on these evenings, not even Sweetie Belle.

Nobody save for Pinkie Pie. She ignored the closed sign and pushed open the door. Surprisingly, there was still one customer inside. A middle-aged stallion who was browsing discount suits.

He seemed to be in a bad mood, so Pinkie didn’t pay him much mind. Instead, she turned her attention towards the mare standing at the counter. She smiled at Pinkie, although she looked tired – Rarity never did like when customers wouldn’t get the hint and leave at closing.

“Hiya, Rarity!” Pinkie said as she approached the counter. “How was your day?”

“Oh, you know,” Rarity said brightly as she made a little wave of her hand. It was code for the fact that whatever she was about to say was the exact opposite of how she felt. “Every day at the Boutique is a treasure! I’ve just been helping this delightful gentleman find the perfect suit for his job interview, and then I’ll be ready to crunch those numbers with you.”

“ _This_ is your accounting partner?” The stallion arched an eyebrow.

Rarity’s eye twitched, but her smile never left. “Pinkie is quite good at accounting, and she’s delightful company besides. Have you picked a suit yet?”

He jerked his head towards the suits he was looking at. “How can I when all these ones are so low quality?”

“Well, as I told you those are our _discount_ options…”

“And they’re the only ones a pony could afford! I don’t know how you could charge eighty bits for a suit and expect anypony to buy it.”

Pinkie didn’t know much about fashion, but she knew eighty bits for a full suit from a reputable establishment frequented by a _princess_ was an extremely generous price. She held her tongue, though. Pinkie had the feeling there was no reasoning with him, and Rarity didn’t like turning away customers if she could help it.

“I’m certain we can find something that works for you,” Rarity said, then turned to Pinkie. “Pinkie, darling, why don’t I get you set up in the back room, then I’ll come back to finish helping this gentleman.”

Pinkie smiled and followed Rarity into the back room. “Those numbers aren’t going to crunch themselves, huh?”

“I couldn’t have said it better myself, Miss Pie.” Rarity shut the door, then turned back to Pinkie with a sly smile.

Pinkie looked around innocently. “Hey, I don’t see any financial records back here!”

“Oh, do be quiet, you.” Rarity pulled Pinkie closer and pressed their mouths together. Pinkie closed her eyes and wrapped her arms around Rarity’s back, holding her close as their tongues entwined.

When they pulled apart, Rarity was smiling and Pinkie was floored by how absolutely beautiful she was. She didn’t smile for long though, as she cast a glance towards the other room. “I swear, if that insufferable cheapskate doesn’t leave soon…”

“Relax,” Pinkie said. “I’m not going anywhere.”

Rarity shifted back to a smile, biting her lower lip and sending Pinkie into a tizzy. “Oh, Pinkie Pie, you misunderstand.” She took Pinkie’s hand in her own and traced it along from her collarbone to her breast, where she kept it held tight. “It’s not _you_ that I’m worried about. I’ve been positively beside myself waiting for tonight, and I plan to make _very_ good use of you.”

Even if Rarity had been the one to place her hand there, Pinkie knew better than to risk groping her too much – her mistress had a customer, and it wouldn’t do to mess up her bra and leave her breasts unbalanced. So instead, she traced her hands along Rarity’s body, slowly moving down her dress.

“Hmm, maybe I could give you a little taste of what’s to come?” Pinkie tried to match Rarity’s seductive look, but it was hard when she wanted to bounce up and down excitedly. “If my mistress would like that?”

Rarity brought a hand up to her soft lips. “Oh, you little minx. Very well, my pet, I’ll let you get a little ahead of yourself. Just this once, though.”

Pinkie couldn’t maintain the sexy look, instead beaming happily at the prospect of pleasing her mistress. She bent down to her knees and kissed from Rarity’s stomach downwards. She reached one hand under Rarity’s skirt and slid her nails along her stomach down to her thigh, then lifted the hem of the skirt to better please her mistress.

Somehow, Rarity seemed to wear different lingerie every week, and this was no exception. Today she was wearing black lace panties, which were see-through aside from their floral embroidery. No matter how many times they did this, Pinkie still felt her heart beat faster when she saw Rarity’s delicate lips through her panties.

But that would come in time. For now, she kissed Rarity’s thigh, moving her hands gingerly to the hem of the panties. She pulled at them almost reverently, taking her time to slide them down Rarity’s long legs and moving her kisses inwards as she did.

“Enough teasing, my pet,” Rarity breathed as she placed a hand against Pinkie’s head. “We are short on time, you know.”

As always, Pinkie heeded her mistress’s orders. She placed a delicate kiss on top of Rarity’s labia, almost chaste despite the location. That didn’t last, of course. Rarity lifted one leg, sliding it out of her panties and holding it up so her lower lips parted.

Well, Rarity may be her beloved mistress, but if she was going to tempt fate by trying to stand on one leg, Pinkie wasn’t going to make it easy for her. She slid her tongue in, savoring the way Rarity melted at her touch.

As Pinkie’s tongue circled around her mistress’s clit, Rarity’s fingers curled around Pinkie’s hair. It just made Pinkie pick up speed, flicking her tongue back and forth over Rarity’s pearl.

It seemed Pinkie wasn’t the only one enjoying herself, because Rarity was shaking enough that she really might fall. Pinkie scooted closer, and intuitively Rarity put one leg over Pinkie’s shoulder so that she was balancing on her pet.

Pinkie reached her left hand up, and Rarity laced her fingers into it. With her right hand, Pinkie felt for Rarity’s marehood. Even the parts that Pinkie hadn’t touched with her mouth were dripping wet, making it a simple thing to slip her fingers inside. Although only two fingers went all the way into Rarity’s pussy, Pinkie kept the others just outside of it, feeling the slick wetness all over.

Rarity let out a soft moan, letting Pinkie know she was doing her job to perfection. She wanted more. She needed to hear Rarity _sing._

Then, of course, the stallion from before had to call out. “Miss Rarity? I certainly hope you don’t plan to leave your valued customer alone for much longer.”

Rarity sighed, which Pinkie managed to make end in another small moan by gently suckling on her clit. She gently bapped Pinkie on the head. “Now now, there will be time for that later.”

“But I want it now!”

“All things in their own time, my pet.” Rarity walked to the door, stepping out of her underwear completely as she did so. She seemed to have no interest in putting them back on. “Do make yourself comfortable back here. I expect you’ll be ready for me when I get back.”

“Yes, mistress.”

“Good girl.” Rarity opened the door and walked out into the showroom. “Terribly sorry about that! Now, where were we.”

As the door closed behind her, Pinkie made her way to a four-poster bed in the corner of the room. As far as anyone knew, it was so Rarity could take naps on nights when she was working late on her fashion designs. In actuality, it was here for one purpose – Tuesday nights.

Since Rarity had said to make herself comfortable, Pinkie began undressing. How could she be more comfortable than in her birthday suit, after all? She pulled off her shirt, then her pants, then her underwear, throwing them all haphazardly onto the floor.

Only when she was completely naked did she realize she shouldn’t leave Rarity’s underwear in the middle of the floor. She scurried over to pick them up, then brought them back to the bed with her. She giggled to herself as she wondered what the stallion might do if he were aware that he had one of the most beautiful mares in all of Equestria with him, and she wasn’t even wearing underwear beneath her skirt. Why, if she bent over in his presence…

Pinkie giggled again. She didn’t really want Rarity to expose herself if she was being honest. But the _idea_ of it, the thought that she _might_ , that was something that made her smile.

And it made her do more than smile. She was already naked, and Rarity _did_ say to make sure she was ready for her return… What better way to make sure she was ready than to get herself good and wet?

So clutching Rarity’s lingerie in one hand, Pinkie used the other to reach down between her legs and slip in between her labia. She slowly circled around her clit for a moment, then dipped lower to reach into her pussy to get some moisture.

Once her fingers were good and wet, she slid them back up to her clit. It was definitely more fun when it was someone else’s, but Pinkie loved playing with vaginas, including her own. Between that, Rarity’s lace panties, and what she and her mistress had done earlier, it didn’t take long at all for Pinkie to get into it.

Now then, she just needed the right fantasy to really get her going. She started by going over what had just happened with Rarity in her mind. On top of the obvious reasons that was a good thought, her mistress had been happy with her, which always made her happy.

Pinkie bit her lip and brought her hand to her breast, leaving the panties on her stomach. She grabbed at her nipple, rolling it between her fingers and giving it the occasional pull. Not too rough; she’d have a long night ahead of her, and the last thing she wanted was to wear herself out now. Just enough to add to the pleasure.

As she did, her mind wandered. She thought of the night to come. If she was a good girl, her mistress would certainly reward her. Maybe she’d even share her toys with her… Pinkie bit her lips in anticipation.

Fantasy Rarity opened the door, already naked and ready to play. Fantasy Pinkie didn’t move... not until her mistress told her to. Without a word, fantasy Rarity took out her strap-on and donned it in one swift and elegant motion. Before Pinkie could even comment on how sexy Rarity looked, the domme was already standing next to her face.

“How about you help me with that, pet?”

“Anything, Mistress.”

Rarity climbed into the bed, and Pinkie took hold of her strap on as if it were really part of her. “Oh, but it’s so big! How will I take the whole thing?”

“I believe in you, pet.”

To get it ready, Pinkie licked along the shaft. Just like she had done with Twilight’s.

Outside of the fantasy, the real Pinkie stopped for a moment. Where had _that_ thought come from? Well, if that’s where her brain was going…

Fantasy Rarity was gone. In her place, Fantasy Twilight was beside Pinkie in bed. Unlike Rarity, Twilight would be shy and uncertain in bed, so Pinkie took the lead. She straddled Twilight, but didn’t take her inside yet. Instead, she slid her labia over Twilight’s dick, teasing it as she rubbed her clit against it, making Twilight long to be inside of her.

“Pinkie,” Twilight breathed, “I don’t know if we should…”

Real Pinkie stopped again. She sighed and pulled her hand away from her clit. Maybe it was for the best anyway; she certainly didn’t want to disappoint Rarity by climaxing before she was even there.

That’s what Pinkie told herself, anyway. In reality, she knew she had more control over her body than that – she wouldn’t cum unless she wanted to, and even if she did and Rarity had to punish her, she could go multiple rounds.

No, the real reason that Pinkie stopped was because she’d stumbled onto something that she didn’t like. She turned onto her side, curling into the fetal position, and waited for Rarity.

It had just been a bit of fun. Pinkie had enjoyed it, and she’d been looking forward to having more fun like that with Twilight. There were all kinds of things to try before Twilight went back to having a vagina, and Pinkie wanted to do them all.

But then…

The door opened and Rarity entered the room, then she closed it behind her. “I hope I didn’t leave you too lonely in here, my pet.”

Pinkie sat up and smiled. “Not at all!” She realized Rarity’s underwear was on the bed beside her and picked them up. “You left these behind.”

“You don’t say,” Rarity said with a coy smile. “I bet that thought sent you wild. Me all alone with a stallion, without anything to cover my delicate flower.”

“I know my mistress can handle herself,” Pinkie said.

Rarity put her hands on her hips. “Not even a little concerned for me? My, and here I thought you cared for me.”

“I do! I –”

“No no, I’ve heard enough.” Rarity frowned. “I _had_ been planning on being nice to you tonight, but I think perhaps something else is in order.”

“Oh no!” Pinkie shrunk back on the bed. “Is my mistress going to have to punish me?”

“It’s really for your own good, my pet.” Rarity turned her back to Pinkie and kicked off her shoes. “But I may go easy on you if you help me out of this dress.”

Pinkie wasn’t overly concerned about Rarity going easy on her – her mistress didn’t really have it in her to be truly cruel, after all. But she did want to make up for her slip of the tongue, so she hurried to Rarity’s side.

She unzipped Rarity’s dress, which she folded as soon as it was off and set off to the side carefully. Rarity’s bra matched her panties, see through lace with flower embroidery. Pinkie took it off and set it with the dress.

Once she was naked, as always, Rarity tucked her arms in and frowned. No matter how much she tried to diet, she never could manage to lose the weight that she hated so much. It was a product of too much stress eating and not enough leaving the boutique, and she preferred to keep it covered up in fine clothing. And as always, Pinkie smiled warmly at her and breathed a single word: “Beautiful.”

Rarity smiled shyly and relaxed a little. She’d remember that she was supposed to be punishing Pinkie soon, but for now, she smiled appreciatively. “Thank you, Pinkie.”

Pinkie placed a hand on Rarity’s cheek, and Rarity leaned in and kissed her. Pinkie bounced in place just a little, elated by the contact.

Rarity leaned her forehead on Pinkie, being careful not to hit her with her horn. She reached her hands around to hold Pinkie’s back, so Pinkie followed suit. In place of Rarity’s back, however, she placed her hands on Rarity’s ass.

Rarity withdrew her hands and folded her arms. “You little… You’ll pay for this!”

Pinkie stuck out her tongue. “Well, if I’m already getting punished, might as well deserve it!”

Rarity reached back around Pinkie’s back and grabbed her ass roughly, pulling her closer for another kiss. It was brief and passionate, then she pushed Pinkie towards the bed. “You push too far, my pet. If you’re not careful, I’ll have to tie you down tonight.”

Pinkie giggled and rolled onto the bed. “On no, I’ll behave!”

Rarity strutted over to the bed and straddled Pinkie. “Now then, I think we were in the middle of something?”

Pinkie put her hands on Rarity’s thighs and looked up at the gorgeous mare above her. “I guess we were,” she said, then pulled Rarity forward.

She obliged and scooted forward, so that her thighs were on either side of Pinkie’s head and lowered herself so Pinkie could finally taste her mistress once more. She licked hungrily at her; no delicate teasing, no small circles around her clit, Pinkie’s tongue darted back and forth over it like she was determined to lap up every drop of moisture from Rarity’s sweetest spot.

“Oh!” Rarity fell forward, but she caught herself on the headboard. She moaned and breathed heavily, grabbing at her breast while Pinkie worked her over.

As she did, she let her mind go blank. All her worries melted away as Rarity melted at her touch. The only thing that mattered was bringing Rarity to climax.

Far from having a problem with how energetic her pet was, Rarity began grinding rhythmically. She kept holding onto the headrest with one hand, and used her other to grab hold of Pinkie’s hair and guide her.

From the corner of her eyes, Pinkie could see the faint good of Rarity’s magic from above her as her mistress started to play with her own tits.

Pinkie wished she was the one playing with those glorious boobs, but her position was limited. She still had some other possibilities, however. She eagerly placed her hands on Rarity’s back. She ran them down, gently scratching her down her back to her ass. She couldn’t reach Rarity’s pussy from this position like she would like to, so she kept her hands on her ass and moved along with Rarity’s grinding.

“Oh, Pinkie…” Rarity moaned. “Oh fuck, don’t stop… I’m going to cum!”

Ever one to obey her mistress, Pinkie kept at it. She might’ve said something if she wasn’t muzzle-deep in Rarity’s pussy. Instead, she gave a little moan of her own to show her mistress how much she wanted her to cum.

The grinding became more erratic, more frantic… almost desperate. Pinkie firmly grabbed her mistress’s legs, forcing the kiss to go deeper and focused her attention on the orgasm button.

This was enough. With one final moan, Rarity’s muscle tensed and stiffened for a few seconds before she almost collapsed. Pinkie finally eased her tongue, kissing her lips and thighs with some occasional teasing of Rarity’s clit. Every lap of the button was rewarded by a gasp and a twitch of pleasure.

“Tha–that’s enough, dear,” Rarity finally panted. She pushed herself off the headrest and swung one leg over Pinkie so she was no longer straddling the other mare, then she promptly collapsed beside her instead.

Rarity stretched out as she caught her breath. “I don’t know where _that_ came from, but I daresay you’ve outdone yourself.”

Pinkie giggled. “So am I still in trouble?”

“Hm? Oh, yes. That was just to finish what we started earlier. You still have your punishment coming.” Despite her words, Rarity snuggled closer. “Just… give me a few minutes.”

Pinkie smiled. “Of course.”

While they rested, Rarity traced her fingers along Pinkie’s stomach. Pinkie had some other ideas of what she could do with those hands, but she didn’t say. It wasn’t her place to ask her mistress to give her relief, at least not this early in the night. Sometimes Rarity _did_ make Pinkie beg for it, but she always gave it to her in the end.

“Hmm…” Rarity looked up at Pinkie. “Is everything alright though? You normally like foreplay so much, it’s not like you to skip it entirely.”

“I’m sorry.” Pinkie forced a smile. “You can punish me for that too, if you want.”

Rarity sat up. “Pinkie, I’m not asking you as your mistress, I’m asking you as your friend. I just want to make sure everything is okay before we continue with the night.”

Pinkie lost her smile. “It’s nothing.”

“Ah, so there _is_ something going on. Please tell me about it.”

After having used it so extensively, Pinkie felt she was quite justified in holding her tongue.

Rarity seemed to disagree. “Now now, my pet. I fully intended to bring out your collar tonight, and you _know_ the rule about that.”

“When I’m wearing the collar, I belong to you,” Pinkie said, although she didn’t need to. They both understood what the collar meant.

“Indeed, and I won’t have my pet spare a thought to anyone but me while she’s collared.”

Although she still didn’t know if she wanted to talk about it, Pinkie took a deep breath and did just that. “It’s just… something I can’t get out of my head.”

“Well, maybe the answer is in the wording. It’s time to get it out, as you say.”

Pinkie wasn’t sure that was a good idea, but she also couldn’t stand to lie. Not to her mistress, and more importantly, not to her friend. “Well, I have this friend.”

“Ah, the famous ‘friend’.”

Pinkie smiled a little. “No, really. And the thing is, she’s not really too… experienced with sex. And then this new development happened, and she has this chance to explore a whole new side of things! And I just wanted to help her out and show her a new way to have fun with her body and… I think I made things weird.”

“Oh Pinkie, you didn’t…” Rarity frowned at her, which made Pinkie want to hide. “A friend with a new experience… This is about Twilight?”

Pinkie winced. She hadn’t meant to reveal that. “Did she say something to you?”

“No, she didn’t. I’ve only seen her once in the past few weeks. I trust you’ve been spending quite a bit of time with her then?”

“No, that’s just it…” Pinkie turned away from Rarity. “She’s been avoiding me ever since it happened. It was just one time, and I thought everything was fun! But then when I stop by the castle, Starlight says she’s busy, and she hasn’t come to Sugarcube Corner once.”

“Yes, that isn’t like her…” Rarity lay back down, curling around Pinkie and holding her protectively. “And you can’t talk to her about it if she won’t talk with you.”

“I guess you know about her secret then?”

“Yes, she came to me to get a new wardrobe. It was rather hard to miss.”

“I just… She’s only got it for a little while, she should use it!”

Rarity kissed Pinkie’s back. “I know you meant well, but I worry you might’ve come on a little strong for poor Twilight. Give her time, I’m sure she’ll come around. You’re very dear to her, she won’t want to lose your friendship over a little thing like this.”

Pinkie placed her hand on Rarity’s. “I hope you’re right.”

“Come now, darling, of course I am. Now, turn and face me so I can give you a kiss.”

Pinkie smiled a little and turned around, obliging Rarity with a kiss.

“Do you want to continue with tonight? You know I’d never leave you wanting, but if you’re not feeling up to it, then I understand.”

“I want to. I don’t want to think about anything else tonight.” Pinkie pushed herself up and kissed Rarity again, this time more passionately.

Rarity pulled away smiling. “Pinkie Pie, kissing me with that mouth after it’s been you know where.” Rarity licked her lips. “To think, making a lady taste herself like this. For shame.”

“I’m sorry,” Pinkie said, although she wasn’t. Not even a little bit.

“Sorry just isn’t going to cut it tonight. You wait here.”

Rarity got out of the bed and walked over to a dresser while Pinkie waited. She opened the bottom drawer and pulled out a black box, which she set on top of it. She opened it, and pulled out a blue collar that perfectly matched Pinkie’s eyes.

She left the dresser drawer open, which meant she was planning on using some of its _other_ contents. Rarity did have so many toys, some of which were for rewards, and some of which were for punishment. Pinkie loved them all.

But for now, Rarity brought the collar to Pinkie, who sat up and pulled her hair out of the way. “Are you ready, my pet?”

“Yes, Mistress,” Pinkie replied.

She closed her eyes as Rarity placed the collar on her and secured it. By the time she opened them, she didn’t think of anything else at all.

**Notes for the Chapter:**

> When I set out to write Rarity and Pinkie as a domme/sub relationship, I wasn't sure how I was going to pull it off. In the end, I leaned into the fact that I'm not well versed on this subject to show them as a flawed domme/sub relationship. I'm well aware that Rarity lacks the confidence and control she needs, and Pinkie several times acts out of turn, but I think it's more endearing if they're just two friends who come together for a mutual interest without being experts at it. As such, this chapter kind of wound up being everything I want out of this fic – regular people doing sex stuff and balancing their inter-personal relationships while they're at it – and it's the first chapter so far to make me feel that way. I hope you enjoyed it as much as I do.
> 
> Also this is the first chapter of my new partnership with [Gowak](https://www.fimfiction.net/user/224440/Gowak), who helped write some parts of it! From now on, this story will be a more collaborative story; I'll remain in charge of it, but Gowak will be helping me with the writing. Do check out her work, she's quite amazing.


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